Is a Proforma Invoice a Contract in China? Yes, and It Probably Won't Cover Your Legal Fees

Usually yes. In China a proforma invoice becomes a contract once it names the parties, the goods and the quantity and you accept it. Paying the deposit it asks for is acceptance, signed or not (Civil Code arts. 472, 480 and 490; SPC Contract Interpretation, art. 3). Whatever the PI leaves out is filled by default rules (Civil Code arts. 510 and 511), and your legal fees are generally not recoverable unless the contract provides for them. Before you pay, send the PI back with your quality standard, delivery date, delay remedy and a costs clause, and pay once the supplier confirms them in writing.

Buyers usually ask whether a PI is binding, half hoping the answer lets them walk away. The better question is what it binds them to. The supplier drafted it, and it says very little.

Most PIs fit on one page: model, quantity, unit price, trade term, payment split, bank account. Finance pays, nobody signs, and the buyer treats the page as paperwork for the bank. A Chinese court will usually treat it as the contract.

Is a proforma invoice a contract under Chinese law?

A price list is not an offer. A PI usually is. Article 472 asks for content that is specific and definite, and a sign that the sender will be bound once the other side says yes. A document on the supplier's letterhead, addressed to you, listing model numbers, quantity, price, trade term and the account to pay meets both tests.

Acceptance does not need a reply. Under article 480 it can be made by conduct where trade practice or the offer allows, and paying the deposit is exactly the conduct a PI invites. Emails and other retrievable messages count as written form (art. 469). Even where the parties meant to sign a formal contract, article 490 treats it as formed once one side has performed its main obligation and the other has accepted that performance.

Courts lean toward finding a deal. Since December 2023, where a court can identify the parties, the subject matter and the quantity, it should generally hold that a contract exists and fill the gaps under articles 510 and 511 (SPC Contract Interpretation, art. 3). Those gap-fillers know nothing about your product. Quality defaults to the national or industry standard, not your sample. Delivery of goods defaults to the seller's place. With no fixed date, either side may perform or demand performance at any time on reasonable notice.

If you want only a signed contract to bind you, say so before any money moves. Our note on buying at the Canton Fair gives the one line that does it.

Proforma invoice vs purchase order: whose terms bind?

A common sequence: you send a purchase order with your specification, a ship date and a late-delivery penalty. The supplier answers with a PI that copies the price but says "delivery 45 days after deposit" and nothing about penalties. You pay.

Article 488 treats a change to the goods, quantity, quality, price, time, place or method of performance, liability for breach or dispute resolution as material. The PI is then a new offer, not an acceptance of your PO. Once you pay against it, our view is that a court will most likely read the deal on the PI's terms: 45 days, no penalty. Minor differences, such as a carton marking, become part of the contract unless you object promptly (art. 489).

Where the CISG governs, articles 18(3) and 19 point the same way. Paying the price can be acceptance, and different terms on price, payment, quality, quantity, delivery, liability or disputes count as material alterations.

10.5 million masks, one emailed PI and a Zhejiang appeal

On 3 April 2020 a Ningbo company emailed a German buyer a proforma invoice: 10 million disposable masks at USD 0.43, 500,000 FFP2 masks at USD 1.99, USD 5,295,000 in all, CIF Frankfurt, delivery 12 days after the deposit and packaging were confirmed. The buyer wired the first half on 7 April and the second on 14 April.

Customs held part of the goods, and 4,351,129 masks were never delivered. The buyer told the seller on 29 April to stop and refund. The seller agreed by email, then repaid USD 599,810.75; the undelivered masks had been priced at USD 1,870,985.47.

Both Chinese courts read the order straight from the PI. Applying the CISG, the Zhejiang Higher People's Court held that because the parties' agreement on goods, quantity, price, delivery and payment was embodied in the PI, "the PI is a sales contract binding on both parties" ((2022) Zhe Min Zhong No. 1205, 16 February 2023). It upheld the Ningbo Intermediate People's Court's order to refund USD 1,271,174.72 with interest at 4.12% a year ((2022) Zhe 02 Min Chu No. 824).

The buyer also asked for about EUR 12,000 in German lawyers' and notary costs and RMB 300,000 for its Chinese counsel. The first-instance court refused. Neither the PI nor the parties' emails put those costs on the seller, and the court followed CISG Advisory Council Opinion No. 6 that damages under article 74 do not cover the costs of suing. The buyer did not appeal that part.

Signing the supplier's PI is fine once you have rewritten it

Our view is that a PI can carry a repeat order for a standard product, provided the terms that matter are on its face and the supplier has signed and stamped the version you pay against. For a first order, a custom product or anything involving your molds or drawings, we would not rely on a PI at all; those orders need a contract that deals with tooling and design ownership.

What we would not do is pay against a PI with a second page of printed terms nobody has read. Lines such as "claims accepted within 7 days of arrival" are standard terms. If the supplier did not draw your attention to a term that limits its liability, you may argue it never became part of the contract (Civil Code art. 496), and the supplier bears the burden of proving it gave proper notice (SPC Contract Interpretation, art. 10). A dispute over meaning is read against the supplier (art. 498).

That is a fallback argument, not a plan. Strike the term in writing before paying.

Keep the quality reference concrete. "As per approved sample" works only if the sample was sealed; our article on production that does not match the golden sample explains why. And if the PI says "deposit", check whether the Chinese text says 定金 or 預付款; the deposit article covers what that one word changes.

Lines to add before you pay a proforma invoice

Ask the supplier to reissue the PI with these lines, signed and stamped with its company chop (the official company seal), or put them in your PO and have the supplier countersign it:

• "This PI and Buyer's purchase order No. [ ] form one contract. Where they differ, the purchase order prevails. Terms printed on the reverse of this PI or in Seller's general conditions do not apply."
• "Quality: per specification sheet [reference] and the sealed sample dated [date]."
• "Goods ready for shipment by [date]. For each day of delay Seller pays [ ]% of the order value, up to [ ]%; after [ ] days Buyer may terminate and recover all sums paid."
• "If Seller breaches this contract, Seller bears Buyer's reasonable costs of enforcement actually paid, including lawyers' fees, court or arbitration fees, preservation fees and notarization fees."
• "Payment of the deposit does not accept any term not stated on the face of this PI."

The costs line is the one the mask buyer lacked. Without it, a Chinese court will generally leave each side to pay its own lawyers.

Sources

• Zhejiang Higher People's Court, (2022) Zhe Min Zhong No. 1205 (16 February 2023), a German medical supplies company v a Ningbo company, affirming Ningbo Intermediate People's Court, (2022) Zhe 02 Min Chu No. 824; full Chinese text on the China International Commercial Court site (UNCITRAL CLOUT case 2204), cicc.court.gov.cn/html/1/218/347/329/428/430/12737.html
• Civil Code of the PRC, articles 469, 472, 480, 488, 489, 490, 496, 498, 510, 511 and 543 (effective 1 January 2021), text on the Ministry of Justice site, moj.gov.cn/pub/sfbgw/zwgkztzl/2025nianzhuanti/2025mfdxcy/2025mfdxcy_mfdql/202505/t20250507_518708.html
• Supreme People's Court, Interpretation on Several Issues Concerning the Application of the General Provisions of the Contract Part of the Civil Code (Fa Shi [2023] No. 13, effective 5 December 2023), articles 3 and 10, court.gov.cn/fabu/xiangqing/419382.html
• United Nations Convention on Contracts for the International Sale of Goods (1980), articles 1, 11, 18, 19 and 74, uncitral.un.org/en/texts/salegoods/conventions/sale_of_goods/cisg; China withdrew its written-form declaration with effect from 1 August 2013 (UN Information Service, UNIS/L/180)
• Translations are mine and unofficial.

Frequently asked questions

• Is a proforma invoice legally binding if I never signed it? Often yes. Paying the deposit or accepting delivery under it can form the contract without any signature (Civil Code arts. 480 and 490).
• What is the difference between a proforma invoice and a commercial invoice? The PI sets out the deal before production and is often the contract itself. The commercial invoice is issued at shipment for customs and payment and records what was actually shipped.
• Can a Chinese supplier raise the price after I paid the deposit on a PI? Not on its own. A contract can be changed only by agreement (Civil Code art. 543), so a new price needs your written consent.
• Does the CISG apply to a PI with a Chinese supplier? It applies when both parties' places of business are in CISG states and the contract does not exclude it. China, most EU states, the United States and Japan are parties; the United Kingdom is not.

Related service: NNN, Purchase & Manufacturing Agreements ↗

Related reading

• Buying at the Canton Fair: What to Put in Writing Before You Pay a Chinese Supplier
• Paid a 30% Deposit to a Chinese Supplier? Only 20% Can Be Doubled, and Only If the Contract Says 定金
• Chinese Supplier Breached the Contract: What Can a Foreign Buyer Do?

This article is general information on PRC law as of 3 November 2026 and does not constitute legal advice. The answer in any matter depends on its documents and facts.